Early Adolescents are at risk for HIV due to risk behaviors (e.g., unprotected sex, substance abuse) initiated during this developmental period, and delaying initiation into this risk can have a significant impact on an adolescent's future health. Many early adolescents are at high risk for contracting HIV due to emotional, behavioral, and substance use factors. Underlying all of these problems are difficulties with affect regulation. Emotional reactivity appears to interfere with the use of cognitive skills learned in traditional health education or HIV prevention programs, and recent evidence highlights the role of affect dysregulation in increasing the likelihood of sexual risk behaviors among adolescents. Also, early adolescence is a time when teens are developing their understanding of emotions and their ability to regulate affect. These findings suggest an important role for an intervention that can reach vulnerable early adolescents to address emotional factors associated with risk situations, such as those involving sex, alcohol, and drugs, in order to reduce HIV risk behaviors. This project, guided by the Social Personal Framework of HIV Risk Behavior, will target high-risk early adolescents (those who exhibit emotional, behavioral, or substance use risks) at urban junior high schools in Providence County, Rhode Island. This randomized, controlled trial will evaluate the efficacy of an Affect Management skills intervention in comparison to a control condition (General Health Promotion) for reducing risk behaviors with 432 high-risk seventh graders who will be followed for three years. The efficacy of the intervention in reducing sexual risk will be determined by less self-reported sexual behavior, improved emotion regulation skills, and differences in HIV- and abstinence-related attitudes among vulnerable early adolescents. The information gained in this project will improve our understanding of how to prevent early teens from engaging in HIV risk behaviors. This project represents an innovative progression in HIV prevention whose implementation in school settings has great potential for sustainability and relevance for early adolescents everywhere.